ASHRAM ONLINE.COM LIMITED · ASHRAM ONLINE.COM LIMITED Board of Directors ... Share Transfer System ... Shareholders are requested to furnish the email ID’s to enable the company

ASHRAM ONLINE.COM LIMITED

ANNUAL REPORT 2010 - 2011

Board of Directors : 2

Report of the Board of Directors : 5

Report on Corporate Governance : 9

Report of the Auditors : 22

Balance Sheet : 25

Profit and Loss Account : 26

Schedules forming part of Accounts : 27

Cash Flow Statement : 31

Balance Sheet Abstract : 34

Attendance Slip / Proxy Form : 35

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Board of Directors

Chairman cum : Shri. S. Pannalal TatiaExecutive Director

Directors : Shri. S.P. Bharat Jain Tatia Shri. E. Subbarayan

Shri. Gopal B Ahuja C. Hemamalini

Auditors : M/s. K. Subramanyam & Co. Chartered Accountants No.252, Mugappair ERI Scheme Third Main Road, Chennai - 600 037.

Registered Office : ‘Prince Tatia Info Park’ No.81 B, Second Main Road, Ambattur Industrial Estate, Chennai - 600 058, email : [email protected]

Bankers : State Bank of Travancore Commercial Branch

Teynampet, Chennai - 600 018.

HDFC Bank Ltd., Anna Nagar West, Chennai - 600 040.

Share Transfer Agents : Cameo Corporate Services Ltd.,(For Demat Mode - CDSL) No.1, Club House Road,

Subramanian Building, Chennai - 600 002.

Share Transfer Agent : Knack Corporate Services Limited(For a Demat Mode - NSDL) 17/9, Thiruvengadam Street, Mandaveli

Chennai - 600 028.

Share Transfer System : Inhouse(For Physical Mode)

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ASHRAM ONLlNE.COM LIMITED

ASHRAMONLlNE.COMLIMITED

NOTICEOFTWENTIETHANNUAL GENERALMEETINGOFTHECOMPANY

NOTICE is hereby given that the Twentieth Annual General Meeting of the Shareholders of Ashram online .comLimited will be held at SAMUGHANALA KUDAM, VALLANUR, AMABATUR, CHENNAI- 600062 on Friday 30thSeptember 2011, at 9. 00 a.m., to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Balance Sheet as at 3151 March, 2011, the Profit & Loss Account for the yearended on that date and the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. S. P. Bharat Jain Tatia Director, who retires by rotation and beingeligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. E. Subbarayan, who retires by rotation and being eligible, offershimself for reappointment.

4. To re- appoint MIs K. Subramanyam & Co., Chartered Accountants, Chennai as the Auditor of the Companyand to authorize the Board of Directors to fix their remuneration.

By order of the Board of DirectorsFor ASHRAM ONLlNE.COMLIMITED

-SD/-S.PANNALALTATIA

Chairman cum Executive Director

Place: ChennaiDate : 31st August 2011

NOTES:-

i) a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself/herself, and a proxy need not be a member of the company.

ii) The Proxy form duly completed must reach the Registered Office of the Company not later than forty eighthours before the time appointed for holding the meeting.

iii) The Register of Members and the Share Transfer books shall remain closed from 22.09.2011 to30.09.2011 (both days inclusive)

iv) Members are requested to notify immediately any change in the address

To the respective Depository Participants (OP's) in respect of their electronic share accounts.To the registered office at No. 81 B, 2nd Main Road Amabattur Industrial Estate,Chennai - 600 058 in respect to their physical share folios.

v) For the convenience of the shareholders attendance slip is annexed to the proxy form the members arerequested to bring the attendance slips duly filled in along with their copies of the annual reports to themeeting. Members who hold shares in dematerialized form are requested to bring their client 10 and DPID for easy identification of attendance at the meeting.

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vi) The Securities and Exchange Board of India notified your company’s equity shares for compulsorytrading in dematerialized form. Shareholders may avail such facility.

vii) The equity shares of the Company are listed on Bombay Stock Exchange Limited and Madras StockExchange Limited.

viii) Members have any specific query on the financial statements of the company are requested to mail theirqueries directly to the company.

ix) Shareholders are requested to furnish the email ID’s to enable the company forward information inrelation to the company.

x) The Company has designated an email ID called [email protected] for redressal of shareholder’scomplaints/ grievances. In case you have any queries/ complaints or grievance, then please write to usat our mail ID provided above.

xi) Members who hold shares in physical form in multiple folios in identical names or joint accounts in thesame order or names are requested to send the share certificates to the Company’s Registed Office at81B, 2nd Main Road, Ambattur Industrial Estate, Chennai - 600 058.

xii) The shares of the Company are tradable compulsorily in electronic form and your company hasestablished connectivity with both the depositories i.e. National Securities Depositories Limited (NSDL)and Central Securities Depositories Limited (CSDL).In view of the enormous advantages offered by theDepository Systems, Members are requested to avail the facilities of dematerialization of the Company’sShares on either of the depositories as aforesaid.

BRIEF PARTICULARS OF THE DIRECTORS SEEKING RE- APPOINTMENTName of the Director : Shri. S.P. Bharat Jain TatiaAge : 40 yearsDate of Appointment : 09.05.1991Experience in Specific Area : Accounts & FinanceQualification : Bachalor in CommerceList of Outside directorship held : Private - 14 Public -2Chairman and member of : NilCommittee of Board of Directorof the CompanyChairman and Member of : NilCommittee of Board of Directorof the other Companies (listed)

Name of the Director : E. SubbarayanAge : 54 yearsDate of Appointment : 02.07.2005Experience in Specific Area : Accounts & FinanceQualification : Bachelor in CommerceList of Outside directorship held : Private: Nil Public: 2Chairman and member of Chairman of Audit CommitteeCommittee of Board of Director of the Company

Chairman and Member of : Chairman of Share Transfer cum InvestorCommittee of Board of Director Relations Committee and Remuneration Committeeof the other Companies (listed) in Kreon FinnancialServices Limited

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xiii)


DIRECTORS’ REPORT

Dear Shareholders,

Your Directors have great pleasure in presenting the Twentieth Annual Report together with the AuditedAccounts of your Company for the financial year ended 31st March 2011

OPERATIONS

The financial results of the Company for the year ended 31st March 2011 is summarized below:

(Rs in Lacs)

Your Company has incurred a loss, of Rs. (18.29) lacs for the financial year 2010-11 as compared to loss ofRs.(12.78) in the previous year 2009-10.

DIVIDEND

Since the company incurred Loss, no dividend is recommended for the current financial year by the Boardof Directors

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal orinterest on public deposit was out standing as on date of balance sheet.

Particulars Year ended 31st

March 2011

Year ended 31st

March 2010

Income from Operations - -

Non-operating Income 9.97 13.54

Total Income 9.97 13.54

Total Expenditure 28.10 26.09

Profit/Loss before Depreciation, Interest and Taxation -18.13 -12.55

Interest & Finance Charges 0.00 0.00

Depreciation 0.16 0.23

Profit/Loss before Tax 0 -12.78

Provision for Current Taxes 0 0

Provision for Deferred Taxes 0 0

Profit/Loss after Tax -18.29 -12.78

Balance in Profit & Loss Account 16.42 29.21

Balance carried to Balance Sheet -1.87 16.42

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ASHRAM ONLINE.COM LIMITEDDIRECTORS

Mr. S. P. Bharat Jain Tatia and Mr.E. Subbarayan , Directors retire by rotation and being eligible offer themselves forreappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the financial year ended 31st March, 2011 the applicable AccountingStandards have been followed and there are no material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the profit and loss account of the company for that period;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

iv) They have prepared annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee that was constituted pursuant to Section 292 A of the Companies Act , 1956 has Mr Gopal BAhuja ( Chairman ) and Mr S. Pannnalal Tatia and Ms. C. Hemamalini as its Members.

AUDITOR’S

M/s K Subramanyam & Co, Chartered Accountants, Auditors of the Company, retire at ensuing Annual GeneralMeeting and have furnished a certificate under Section 224(1B) regarding their eligibility for reappointment as theCompany’s Auditors for the year 2011 - 12.

PARTICULARS OF EMPLOYEE’S

Particulars of the employees of the Company who were in receipt of remuneration, which in aggregate exceededthe limits fixed under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees)Rules 1975 is not applicable to the company for the year.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956 READ WITH THECOMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption hasbeen minimized. No additional Proposals/Investments were made to conserve energy. Since the company hasnot carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, totalenergy consumption, etc., are not applicable.

Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no reporting isrequired to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year :- Nil

Foreign Exchange outgo during the year :- Nil

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ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from theFinancial Institutions, Banks, Government Authorities, Customers and Members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for committed and dedicatedservices of the workers, staff, and officers of the Company.

BY THE ORDER OF THE BOARDFOR ASHRAM ONLINE .COM LIMITED

Sd/-S. PANNALAL TATIA

CHAIRMAN CUM EXECUTIVE DIRECTORPLACE: CHENNAIDATE : 31st August 2011

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of theListing Agreements is presented in a separate section forming part of the Directors Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere tothe requirements set out by the Securities Exchange Board of India’s, Corporate Governance Practices and haveimplemented all the stipulations prescribed. Report on Corporate Governance as stipulated in Clause 49 of theListing Agreement is presented in a separate section forming part of the Directors’ Report.

EXPLANATION TO AUDITORS OBSERVATION

As regards the qualification given by the auditor in Point No. IX Annexure to Auditor Report . The Company hasfiled a writ petition and obtained stay order from the Honorable High Court of Madras.

REGISTRAR CUM TRANSFER AGENT

The Company appointed M/s Knack Corporate Services Limited as Registrar and Transfer Agent (RTA) during theyear . However M/s. Knack Corporate Services Limited have not completed all required formalities and providedconnectivity on full basis. Only the National Securities Depository Limited connectivity was shifted to M/s. KnackCorporate Services Limited. The Central Depository Services ( India) Limited connectivity is still with M/s. CameoCorporate Services Limited due non completion of formalities by M/s Knack Corporate Services Limited . Hencedue to the abnormal delay in complying the required formalities by M/s Knack Corporate Services Limited ,resulting in undue hardship to investor , the company decided to stay back with M/s. Cameo Corporate ServicesLimited and the formalities regarding shifting of National Securities Depository Limited connectivity back to M/S.Cameo Corporate Services Limited are under process and shall complete at the earliest.

COMPANY SECRETARY

The Company is making consistent efforts for appointment of whole time Company Secretary. The Company hasbeen availing services of practicing Company Secretary from time to time to ensure compliance of the provisionsof the applicable acts and statutes . Also the Annual Return of the Company is being certified by practicingCompany Secretary from year to year and the company is also taking certification from them for Stock ExchangesCompliances .

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

Global Economic recession has affected growth in the economic activity in various sectors of the economy andaccordingly has compelled company to survive alongside the dwindling economic activity. Barring unforeseencircumstances, the company would be able to achieve its financial objectives without much of constraints.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

There exists abundant opportunities for growth. However, slow down of market activity and cut throat competitionscoupled with changes in the policies of the government are the areas of concern. However with the experienceand expertise of the management, the company would withstand competition and convert threats in toopportunities.

SEGMENTWISE / PRODUCTWISE PERFORMANCEThe Company has currently only one segment in line with the Accounting Standard on Segment Reporting (AS-17).

INTERNAL CONTROL SYSTEM AND ADEQUACY

The company has adequate system of internal control in place. This is to ensure that assets are safeguardedand all transactions are authorized, recorded and correctly reported. The internal audit function is empoweredto examine the adequacy, relevance and effective control system, compliance with policies, plans and statutoryrequirements. The top management and the Audit Committee of the Board review the findings and recommendto the Board for improvement on the same.

FINANCIAL PERFORMANCE

We are confident that in Financial Year 2012, we should again see a healthy growth both in the turnover and theorder book. We indeed are back on growth track.

The financial performance of the company has been given in detail separately in Directors report.

CAUTIONARY STATEMENT

This report contains forward-looking statements, which may be identified by their use of words like ‘plans’,‘expects’, ‘will’, ‘anticipates’, ‘believes’, ‘intends’, ‘projects’, ‘estimates’ or other words of similar meaning. Allstatements that address expectations or projections about the future, including, but not limited to statementsabout the Company’s strategy for growth, product development, market position, expenditures, and financialresults, are forward-looking statements. Forward-looking statements are based on certain assumptions andexpectations of future events. The Company cannot guarantee that these assumptions and expectations areaccurate or will be realized. The Company’s actual results, performance or achievements could thus differmaterially from those projected in any such forward-looking statements. The Company assumes no responsibilityto publicly amend, modify or revise any forward-looking statements, on the basis of any subsequentdevelopments, information or events.

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1 Sri. S. Pannalal Tatia -Chairman PD & ED 2 2 NIL

cum Executive Director

2 Sri. S.P. Bharat Jain Tatia - Director PD & NED 2 Nil NIL

3 Sri. E. Subbarayan -Director NED & ID 2 Nil 2

4 Sri. Gopal B Ahuja - Director NED & ID NIL NIL NIL

5 Ms. C. Hemamalini - Director NED & ID 1 1 NIL

Sl.No

Name(s) of Director (s)Executive/

Non- executive/Independent

Otherdirectorships(Excluding

Private LimitedCompanies)

Numberof Committeemembership

in otherCompanies*

no ofCommitteeChairmanship

in otherCompanies*

PD - Promoter Director; ED - Executive Director; NED - Non Executive Director; ID - Independent Director

REPORT ON CORPORATE GOVERNANCE

A. MANDATORY REQUIREMENTS

1. Philosophy on Code of Governance

The Company right from its inception has been committed to the highest standards of Corporate GovernancePractices and to attain the highest levels of transparency, accountability and equity in all facets of its operationsand in its all interactions with its Stakeholders including Shareholders, Employees, Lenders, Customers andthe Government.

Your Company believes that all its actions must serve the underlying goal of enhancing overall Stakeholders’wealth over a period of time. It has adopted the best practice of Industry for Corporate Governance.

This section, along with section on ‘Management Discussion and Analysis Report’ and ‘General ShareholdersInformation constitute Company’s compliance with the Clause 49 of the Listing Agreement.

The Board is comprised of appropriate mix of Executive, Non-Executive and Independent Directors maintainingthe Independence of the Board. The Board presently consists of five members comprising of the ExecutiveDirector, and 4 Non-Executive Directors out of which three are Independent Directors and more than half of theboard comprises of independent directors.

Composition of the Board and directorship held during the year are as follows:

In accordance with clause 49 of listing agreement, membership/ chairmanship of only Audit and Shareholdersand Investors Grievance Committee has been considered.

2. Directors’ Profile

BRIEF PARTICULARS OF THE DIRECTORS SEEKING RE- APPOINTMENTName of the Director : Shri. S.P. Bharat Jain TatiaAge : 40 yearsDate of Appointment : 09.05.1991Experience in Specific Area : Accounts & FinanceQualification : Bachalor in CommerceList of Outside directorship held : Private - 14 Public -2Chairman and member of : NilCommittee of Board of Directorof the CompanyChairman and Member of : NilCommittee of Board of Directorof the other Companies (listed)

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ASHRAM ONLINE.COM LIMITEDName of the Director : E. SubbarayanAge : 54 yearsDate of Appointment : 02.07.2005Experience in Specific Area : Accounts & FinanceQualification : Bachelor in CommerceList of Outside directorship held : Private: Nil Public: 2Chairman and member of Chairman of Audit CommitteeCommittee of Board of Director of the Company

Chairman and Member of : Chairman of Share Transfer cum InvestorCommittee of Board of Director Relations Committee & Remuneration Committeeof the other Companies (listed) in Kreon Finnancial Services Limited

Brief Resume of all the Directors are given below:

Mr S Pannalal Tatia, Chairman & Director - A Fellow Chartered Accountant, He started his career in 1974 withChartered Accountancy as profession and later cultivated his professionalism to get moulded in to corporateexpert by being in to manufacturing industry, merchant banking industry and gained rich experience inadvising and structuring financial closures. Later in 1993, he moved to the Corporate Sector and promotedAshram Online.Com Ltd, Kreon Finaancial Services Limited, Tatia Global Vennture Limited all three werepublic limited listed corporates. He has been advisor to all kind of Capital Market financial instruments andis an expert on taxation and finance.

Mr S P Bharat Tatia, Director – He is a Bachelor of Commerce in qualification. He has over 15 years ofexperience in the areas of Export Industry, Investment Consultancy, and Capital Market Operations.

Mr E Subbaryan, Director - A Bachelor in Commerce Graduate from Madras University has vast experiencein to operational exercise in to turnkey projects.

Mr. Gopal , Director – Bachelor in Commerce Graduate with rich experience in finance and accounts for over 11 years.

Ms.C. Hemamalini – Bachelor in Commerce with 5 year experience in Account & Finance.

Following were the attendances of directors in the Board Meeting and AGM:

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Name of the Director Category Attendance Number of Directorships in other Particulars Public companies and Committee

Members / ChairmanshipsBoard

MeetingsLastAGM(Yes/No)

LastEGM(Yes/No)

OtherDirectorships

CommitteeMemberships(other thanAOL)

CommitteeChairmanships(other thanAOL)

Sri. S. Pannalal Tatia Chairman cum 8 Yes Nil 2 2 Nil Executive Director

Sri. S. P. Bharat Jain Tatia Executive 8 Yes Nil 2 Nil Nil

Sri. E. Subbarayan Non- 8 Yes Nil 2 Nil 2 Executive Independent

Sri. Gopal B Ahuja Non- 8 Yes Nil Nil Nil Nil Executive Independent

Ms. C. Hemamalini Non- 8 Yes Nil 1 2 Nil Executive Independent

* AOL - Ashrom Online.Com Limited


Sl.No

Name Category / Status Meetings HeldMeetingsAttended

1 Shri Gopal B Ahuja Non Executive & Independent - Director / Chairman 4 4

2 Shri S. Pannnalal Tatia Executive Director / 4 4 Member3 Ms. C. Hemamalini Non Executive & Independent

Director 4 4

During the year four meetings of Audit Committee were held on 31.05.2010, 29.07.2010, 30.10.2010 and28.01.2011

Terms of reference

Following are the main terms of reference given by Board of Directors to Audit Committee:

a) To review the quarterly, half-yearly and annual financial statements before submission to the Board,focusing particularly on:

* Any changes in accounting policies.* Significant adjustments made in the financial statements arising out of audit findings.* Compliance with listing and other legal requirements relating to financial statements.* Limited Review Report of Auditors.* Compliance with applicable accounting standards.* Director's Responsibility Statement in terms of section 217 (2A)of the Companies Act, 1956* Major accounting entries involving estimates based on the exercise of judgment by management.* Disclosure of any related party transactions* Qualifications in the draft audit report

3. Committee of Directors

Board had constituted several committees to deal with specific matters and delegated powers for different functionalareas. Presently two Committees are functional, few committees have been constituted as per the statutoryrequirements, and others have been constituted to enable the Board to take the decision faster.

Following are the Committees of Board:

I. Audit CommitteeII. Share transfer cum Investor Relation Committee

I. Audit Committee

Pursuant to provisions of Section 292A of the Companies Act 1956 and Clause 49 of the Listing Agreement, Boardhas Reconstituted the Audit Committee on consequent of Ms. Ruby resignation, in its Board meeting dated 31stMarch 2010. Presently, Committee comprise of 2 Non-Executive Directors out of which 2 Directors are Independent.All the members of the Committee are financially literate, Sri. Gopal B Ahuja, Independent Director is Chairman ofthe Committee.

Composition of the Audit Committee and Attendance of each member of the Committee are given below:

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Sl.No

Name(s) of Director (s) Chairman/ Member Meetings HeldMeetingsAttended

1 Sri. E. Subbarayan Chairman 12 12

2 Sri. Gopal B Ahuja Member 12 12

Compliance Officer

Sri. S. Pannalal Tatia of the Company has been appointed as Compliance Officer and is responsible for theCompliance. Further he has been authorized to deal with all correspondence and complaints from the investors.He informs the Committee about status of Complaints.

Investors’ Grievance Redressal

During the year total 4 complaints were received. All the complaints has been resolved to the satisfaction ofshareholders. There was no outstanding complaint as on 31st March 2011.

Remuneration CommitteeRemuneration Committee : No remuneration nor sitting fees were paid to the Directors during financialyear under review.

4. General Body Meeting

Date, time and location for the Annual General Meetings of the Company held in last three years:

Year Date Time Venue

No. of SpecialResolution

passed

Type ofMeeting

2009-10 30.09.2010 9.00 A. M SAMUGHANALA KUDAM, VALLANUR,

AMBATTUR, CHENNAI – 600 062 Nil AGM


AMBATTUR, CHENNAI – 600 062 One AGM


AMBATTUR, CHENNAI – 600 062 One AGM

b) to review the adequacy of internal audit programme and the major findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systemsof a material nature and reporting the matter to the board.

b)To review the functioning of the Whistle Blower mechanism

c) to consider other matters, as may be referred to by the Board of Directors from time to time.

II. Share transfer cum Investor Relation Committee

Presently, Committee consists of two Non-Executive Directors out of which both are Independent Directors.Committee oversees and reviews all matters connected with transfer of securities, non-receipt of balance sheetand attending the grievances of the shareholders. The Committee has delegated the authority for share transfersto Managing Director so that it can be taken up at regular interval. The Committee oversees performance ofRegistrars and Transfer Agents of the Company and recommends measures for overall improvements in thequality of investor services.

During the year Twelve meetings has been held on. The composition of the Committee and attendance of eachCommittee member is given under:

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5. DisclosuresI. There are no materially significant transactions with the related parties viz., Promoters, Directors or the SeniorManagement, their Subsidiaries or relatives conflicting with Company’s interest. Suitable disclosures as requiredby the Accounting Standard (AS 18) relating to “Related Party Transactions” have been made separately in theAnnual Report.

II. Company has complied with all requirements of the listing agreement entered with Stock Exchanges as well asregulation and guidelines of SEBI. Other than as mentioned, there has been no penalties or restrictions imposedon the Company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital marketsduring the last three years.

III. Company has established Whistle Blower Policy and no personnel is denied the access to the Audit Committee.

IV. The Company complies with the entire mandatory requirement and non-mandatory requirement of CorporateGovernance as provided under Clause 49 of listing agreement. The Disclosure relating to the compliance hasbeen provided separately in this report. The Company has obtained a certificate from its auditors regardingcompliance of conditions of corporate governance and certificate is annexed to the Directors’ Report of theCompany.

6. Means of CommunicationI. The un-audited Financial Results on quarterly basis along with Limited Review Report by the Auditors of theCompany are taken on record by the Board of Directors at its meeting within one month of the end of every quarterand the same are furnished to all the Stock Exchanges where the Company’s Shares are listed within fifteenminutes of Closing of Meeting. The un-audited Financial Results along with Limited Review Report by the Auditorsare first placed before the Audit Committee. The same along with recommendation of the Committee are forwardedto Board of Directors for their consideration.

II. The quarterly results and audited results as per the requirement of Clause 41 of the Listing Agreement arepublished within 48 hours in two newspapers, one in English daily Trinity Mirror and one in Regional (Tamil)Language Makkal Kural.

III. The quarterly results, shareholding pattern and other mandatory information are available at the website ofBombay Stock Exchange Ltd, i.e. www.bseindia.com. The website provides all information’s and contains newsreleases.

7. Legal Compliance Reporting:

As required under Clause 49 of the Listing Agreement, the Board periodically reviews compliance of variouslaws applicable to the Company.

8. General Shareholder Information:

I. Information about Twentieth Annual General MeetingDate and time : 30th day of September 2011, 9.00 A.MVenue : Samuga Nalla Kudam, Vallanur, Ambattur, Chennai - 600 062.

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I . Special Resolution Passed in the last three AGM’S

2009-2010-No Special Resolution were passed for the year 2009-10

2008-2009a. A Special Resolution Passed for the Voluntary Delisting of Equity Shares from the Madras Stock ExchangeLimited.

2007-2008

a. A Special Resolution Passed for the appointing Mr. S.P. Bharat Jain Tatia as the Managing Director of theCompany.

II Extra Ordinary General Meeting - EOGMNo EOGM were conducted for the past three years

III Postal Ballot

No resolutions were passed through Postal Ballot during the financial year under review.


II. Financial Year

The financial year of the Company each year starts with 1st April and ends with 31st March. The financial year2010-11 started on 1st April 2010 and ended on 31st March 2011. The current financial year 2011-12 started on1st April 2011 and would end on 31st March 2012.

Financial Calendar (Tentative)

First Quarter 30th June 2011 : on or before 31st July 2011Second Quarter 30th September 2011 : on or before 31st October 2011Third Quarter 31st December 2011 : on or before 31st January 2012Fourth Quarter 31st March 2012 : on or before 31st May 2012

IV. Date of Book Closure

The Register of Member and Share Transfer Books shall be closed for a period of Nine days starting from22.09.2011 to 30.09.2011(inclusive of Both Days).

V. Listing on Stock Exchange

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited and Madras Stock ExchangeLimited.

VI. Stock Code

i) Bombay Stock Exchange Limited Stock Code: 526187 (For Equity Shares of the Company)

ii) Madras Stock Exchange Limited Stock Code: ASHRAMON (For Equity Shares of the Company)

iii) DEMAT ISIN in NSDL and CDSL for equity shares is INE293CO1019.

VII. Registrar and Share Transfer Agents

M/s CAMEO CORPORATE SERVICES LIMITED for CDSL connectivitySubramanian Building,1, Club House Road,Chennai – 600 002.Ph: +91 44 2846 0390Fax: +91 44 2846 0129Email: [email protected]

M/S. KNACK CORPORATE SERVICES LIMITED - for NSDL connectivity17/9, Thiruvengadam Street, Mandaveli,Chennai – 600028Ph: +91 44 24614424Email: [email protected]

Physical: In House Share Transfer Registered office at Kreon Finnancial Services Ltd., 81 B 2nd Main Road,

Ambattur Industrial Estate , Chennai – 600 058, Ph. 044 4213 8702 & 704 E-mail : [email protected]

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VIII Market Price DataBombay Stock Exchange: High and Low quotations of the Company’s shares during the period from 1st

April 2009 to 31st March 2010: The suspension in trading of equity shares is revoked with effect from 21stMarch 2011 by Bombay Stock Exchange Limited.


Share holding of Shareholders Shareholding

nonminal value of

Rs. Number % to Total Nos. In. Rs. % to Total

Amount

1 2 3 4 5

10- 5000 17575 91.8330 27384960 22.8208

5001 -10000 892 4.6609 7242990 6.0358

10001-20000 390 2.0378 6007480 5.0062

20001-30000 100 0.5225 2512730 2.0939

30001-40000 50 0.2613 1770000 1.4750

40001-50000 31 0.1620 1394340 1.1620

50001-100000 48 0.2508 3449010 2.8742

100001 and above 52 0.2717 70238490 58.5321

Total 19138 100.0000 120000000 100.0000

Share Transfer System

Share transfers are registered and returned in the normal course within a period of 21 days from the date ofreceipt, if the documents are in order in all respects. Request for dematerialization of shares are processed andconfirmation is given to the respective depositories i.e., National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited ( CDSL) within 21 days.

IX. Payment of Dividend for the year 2010-2011 - NIL

X. Distribution of shareholding as at 31st March 2011

Total Authorised Value Rs12,00,00,000 Nominal value of each share Rs.10/-Total number of shares- 1,20,00,000 Paid up value per share is Rs.10/-Distinctive Nos. 0000001 to 1,20,00,000

X. Dematerialization of Equity Shares and Liquidity

DEMAT ISIN in NSDL and CDSL for equity shares is INE293C01019.

Authorized Capital of Rs. 12,00,00,000 comprising of into 120,00,000 equity shares of Rs.10/- each. Paid upCapital of the Company as on 31st March 2011 is Rs. 119509000 (net of call in arrears) comprising of 120,00,000Equity shares of Rs.10/- each. Out of the above shares 6905740 Equity Shares representing 57.5479 % are heldphysically and balance 5094260 Equity Shares representing 42.4521% is held in dematerialized form.

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Year Month High (Rs.) Low ( Rs. ) Monthly close2010 April - - -2010 May - - -2010 June - - -2010 July - - -2010 August - - -2010 September - - -2010 October - - -2010 November - - -2010 December - - -2011 January - - -2011 February - - -2011 March 21.65 7.25 8.77

ASHRAM ONLINE.COM LIMITEDXI. Outstanding GDR / FCCB / Warrants

The company at no point of time have issued GDR,FCCB, Warrants or any other convertible securities till date.

XII. Plant Location

The Company carry’s out its business operations at the registered office address of the company situated atNo.81 B Ambattur Industrial Estate, Chennai – 600 058.

XIII. Address for Correspondence

The Registered Office of the Company is situated at following address. Further all correspondence with theCompany can be done at following address, addressing to

The DirectorAshram online.com Limited - Physical TransferNo 81 B Second Main Road,Ambattur Industrial Estate,Chennai – 600 058.Ph: +91 44 42138702Fax: +91 44 42138704Email: [email protected]

For any correspondence in relation to shareholders’ grievance the communication would be addressed to theRegistrar and Transfer Agents

M/s CAMEO CORPORATE SERVICES LIMITED - CDSL connectivitySubramanian Building1, Club House Road, Chennai – 600 002Ph: +91 44 2846 0390Fax: +91 44 2846 0129Email: [email protected]

M/S. KNACK CORPORATE SERVICES LIMITED - NSDL connectivity17/9, Thiruvengadam Street, Mandaveli,Chennai – 600028Ph: +91 44 24614424Email: [email protected]

16


XI Categories of Shareholding as at 31st March 2011

(A) Shareholding of Promoter and Promoter Group2

1 Indian (a) Individuals/ Hindu Undivided Family 7 3667470 3667470 30.56 30.56(b) Central Government/ State Government(s) 0 0 0 0 0(c) Bodies Corporate 0 0 0 0 0(d) Financial Institutions/ Banks 0 0 0 0 0 (e) Any Others(Specify) Sub Total(A)(1) 7 3667470 3667470 30.56 30.562 Foreign 0 0 0 0.00 0.00a Individuals (Non-Residents 0 0 0 0.00 0.00 Individuals/Foreign Individuals)b Bodies Corporate 0 0 0 0.00 0.00c Institutions 0 0 0 0.00 0.00d Any Others(Specify) 0 0 0 0.00 0.00 Sub Total(A)(2) 0 0 0 0.00 0.00 Total Shareholding of Promoter 7 3667470 3667470 30.56 30.56 and Promoter Group (A)= (A)(1)+(A)(2)(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI 1 5800 0 0.05 0.05(b) Financial Institutions / Banks 0 0 0 0.00 0.00(c) Central Government/ 0 0 0 0.00 0.00 State Government(s)(d) Venture Capital Funds 0 0 0 0.00 0.00(e) Insurance Companies 0 0 0 0.00 0.00(f) Foreign Institutional Investors 0 0 0 0.00 0.00(g) Foreign Venture Capital Investors 0 0 0 0.00 0.00(h) Any Other (specify) 0 0 0 0.00 0.00 Sub-Total (B)(1) 1 5800 0 0.05 0.05B 2 Non-institutions (a) Bodies Corporate 147 2241217 475517 18.67 18.67(b) Individuals I Individuals -i. Individual share 18427 4703463 577023 39.20 39.20 holders holding nominal share

capital up to Rs 1 lakhII ii. Individual shareholders holding 28 1240350 373650 10.34 10.34

nominal share capital in excess of Rs. 1 lakh.(c) Any Other (specify) NRI 528 141700 600 1.18 1.18 (c-i) Clearing Members 0 0 0 0.00 0.00 Sub-Total (B)(2) 19130 8326730 1426790 69.39 69.39(B) Total Public Shareholding 19131 8332530 1426790 69.44 69.44 (B)= (B)(1)+(B)(2) TOTAL (A)+(B) 19138 12000000 5094260 100 100(C) Shares held by Custodians and 0 0 0 0.00 0.00 against which Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C) 19138 12000000 5094260 100 100

Cate-gorycode

Category ofShareholder

NumberofShare-holders

Totalnumberofshares

Number ofshares held in demateri-alized form

Total shareholding as apercentage of total number of shares

As a percentageof(A+B)1

As a percentageof (A+B+C)

* Shares pledged or otherwise encumbered is NIL

17


XIV. DETAILS OF REQUEST/ COMPLAINTS RECEIVED DURING THE YEAR:-

NILNILNILNILNILNILNILNILNILNIL

Name of Request Received Attended Pending

Change of AddressBank MandateConsolidate Share CertificateDuplicate Share CertificateSplitting of shareTransfer(Physical)TransmissionDematerialisationRematerialisationTotal

NILNIL14 1

NIL85NIL93NIL193

NILNIL141

NIL85NIL93NIL193

XV. Details on use of Public Funds No funds have been raised from the public Obtained in the last three years : in the last three years.

? Insider Trading

Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 theCompany has prescribed a Code of Conduct for prevention of Insider Trading. All the employees includingdirectors of the Company comply with Insider Trading Regulations framed by the Company. None of the employee/director has contravened the regulations during the year.

? Secretarial Audit

Secretarial Audit as required in terms of Circular No. D&CC/FITTC/CIR – 16/2002 dated 30th June 2002 is beingdone by a Practicing Chartered Accountants on quarterly basis for reconciling total admitted capital with NSDLand CDSL and total issued and listed capital. The Company has obtained Reconciliation of Share Capital AuditReport for all the four quarter during the year ended 31st March 2011 and same has been forwarded to StockExchanges. The audit confirms that the total issued/ paid up Capital is in agreement with the total number ofshares held in physical form and the total number of dematerialized shares held with NSDL and CDSL.

? Code of Conduct

The Board of Company has laid down a code of conduct for all the Board Members and the Senior Managementpersonnel. All the Board Members and Senior Management personnel comply the code of conduct. A declarationhave been made to give effect to the code signed by the Managing Director.

? CEO Certification

As required under the Clause 49 of the Listing Agreement a certificate duly signed by Mr. S Pannalal Jain,Chairman of the Company was placed at the meeting of the Board of Directors.

XIV. Non Mandatory Requirements

1. The Board:

No separate office is maintained since chairman is Executive.

18


2. Shareholders Communications:

The Company’s quarterly (unaudited), half yearly (unaudited) and annual (audited) result are available on BSEwebsite at www.bseindia.com, which is accessible to all. The results are also published in English newspaperand in Tamil newspapers having a wide circulation.

3. Audit Qualifications:During the year under review, there was no audit qualification in the Company’s financial statements apart fromthe disputed tax liability of the company for which the company has filed a writ petition before the Honorable HighCourt of Madras and has obtained the stay order on the proceedings. The Company continues to adopt bestpractices to ensure a regime of unqualified financial statements.

4. Training of Board Members:The Company’s Board of Directors consists of professionals with expertise in their respective field and industry.They endeavor to keep themselves updated with changes in global economy & legislation. They attend variousworkshop and seminars to keep themselves abreast with the changing business environment.

5. Mechanism for evaluating Non-Executive Board Members:The Company has adopted a policy for evaluation of Non-Executive Board members based on primarily ofattendance and a few other factors including contribution at the Board Meeting and at Meeting of the AuditCommittee of the Board.

6. Whistle Blower Policy:The Company has adopted whistle blower policy. All the employees have the access to Board and Audit Committee.Further Board / Audit Committee ensure that no victimization is done to such employee.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNELWITH COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the ManagingDirector. In addition, the Company has adopted the Code of Conduct for its Non-Executive Directors.

I confirm that the Company has in respect of the financial year ended 31st March 2011 received from theManagement Personnel of the Company and the Members of the Board a declaration of compliance with thecode of conduct as applicable to them.

BY THE ORDER OF THE BOARDFOR ASHRAM ONLINE .COM LIMITED

Sd/-S.Pannalal Tatia

Chairman cum Executive DirectorPLACE : CHENNAIDATE : 31st August 2011

19


AUDITOR’S CERTIFICATE

To,

The members of


K SUBRAMANYAM & CO., CHARTERED ACCOUNTANTS

Sd/-

Place : Chennai K SUBRAMANYAMDate : 31.05.2011 PROPRIETOR Membership No. 023663

I have examined the compliance of conditions of Corporate Governance by Ashram Online.com Limited forthe period from 1st April 2010 to 31st March 2011, as stipulated in clause 49 of the Listing Agreement of thesaid Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. My exami-nation was limited to procedures and implementation thereof, adopted by the Company for ensuring thecompliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion onthe financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me;

I certify that the Company has complied with the conditions of Corporate Governance as stipulated in theabovementioned Listing Agreement.

I state that no investor grievance is pending for a period exceeding one month against the company, asper the records maintained by Share Transfer cum Relation Committee of the company.

I further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

20


Certificate by Chief Executive Officer ( CEO)

We S. Pannalal Tatia, Chairman cum Executive Director and S P Bharat Jain Tatia, Executive Director of AshramOnline .Com Limited

Hereby certify

1. That we have reviewed the financial statements and the cash flow statement for the year ended 31st March2011 and that to the best of our knowledge and belief,

? These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might be misleading, and

? These statements present a true and fair view of the company’s affair and are in compliance with the existing accounting standards , applicable laws and regulations.

2. That there are , to the best of our knowledge and belief, no transaction entered into by the company during theyear, which are fraudulent, illegal or violating of the company’s code of conduct.

3. That we accept responsibility for establishing and maintaining internal controls, I have evaluated theeffectiveness of the internal control systems of the company and we have disclosed to the auditors and the auditcommittee, deficiencies in the design or operational of internal controls, if any, of which we were aware and thesteps that we have taken or propose to take to rectify the identified deficiencies and

4.That we have informed the auditors and the audit committee of

a Significant changes in internal control during the year

b. Significant changes in accounting policies during the year and that the same have been disclosed inthe notes to the financial statements, and

c. Instance of significant fraud of which we have become aware and the involvement therein, if any,of themanagement or an employee having a significant role in the company’s internal control system.

Place : Chennai S. Pannalal Tatia S P Bharat Jain TatiaDate : 31st August 2011 Chairman cum Executive Director Non Executive Director

Sd/-

21

Sd/-


Sd/-

AUDITOR’S REPORT

TO THE MEMBERS OF ASHRAM ONLINE.COM LIMITED

1. I have audited the attached Balance Sheet of M/s Ashram Online.Com Limited as at 31st march, 2010and also the Profit & Loss account and the cash flow statement of the company for the year ended onthat date annexed thereto. These financial statements are the responsibility of the company’smanagement. My responsibility is to express an opinion on these financial statements based on myaudit.

2. I conducted my audit in accordance with auditing standards generally accepted in India. Those standardsrequire that I plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts & disclosures in the financial statements. An audit also includes assessingthe accounting principles used and significant estimates made by managements, as well as evaluatingthe overall financial statement presentation. I believe that my audit provides a reasonable basis for myopinion.

3. As required by the companies order, 2003, issued by the central govt. of India in terms of section 227(4A) of the companies act, 1956, I give in the annexure, a statement on the matters specified inparagraphs 4 of the said order.

4. Further to my comments in the annexure referred to in Para 3 above, I report that:

(a) I have obtained all the information and explanation, which to the best of my knowledge and belief werenecessary for the purpose of my audit. In my opinion, proper books of accounts as required by law havebeen kept by the company as far as appears from my examination of such books.

(b) the Balance Sheet, Profit & Loss account and Cash Flow statement dealt with by this report are inagreement with the book of account.

(c) in my opinion, the Balance Sheet, Profit & Loss account and Cash Flow statement dealt with by thisreport comply with the accounting standards referred to in sub-section (3c) of section 211 of thecompanies act, 1956.

d) On the basis of the written representation received from the directors as on 31st March 2011 and takenon record by board of directors, I report that none of the directors is disqualified as on 31st March, 2011from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of thecompanies act, 1956 as regards government. nominee directors, they are exempted from the provisionof section 274 (1) (g) in view of general circular issued by the department of company affairs.

5. in my opinion & to the best of my information and according to the explanation given to me, the saidaccounts read with significant accounting policies and the other notes thereon, give the informationrequired by the companies act,1956, in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India :

a) in case of the Balance Sheet of the state of affairs of the company as at 31st March, 2011;

b) in case of Profit & Loss account of the profit for the year ended on that date, and

c) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

K SUBRAMANYAM & CO.,CHARTERED ACCOUNTANTS,

Place : Chennai K SUBRAMANYAMDate : 31.05.2011 PROPRIETOR

M.No.023663 Firms Regn No.004146s

22


ANNEXURE REFERRED TO IN PARAGARAPH 3 OF OUR REPORT OF EVEN DATE

RE: ASHRAM ONLINE.COM LIMITED

(I) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative detailsand situation of fixed assets.

(b) The company has physically verified certain assets during the year in accordance with a programmeof verification, which in my opinion provides for physical verification of the fixed assets at reasonableintervals. According to the information & explanation given to me no material discrepancies werenoticed on such verification.

(c) In my opinion and according to the information and explanation given to me, the Company has notmade any substantial disposals during the year.

(II) In respect of its inventories:

As explained to me, there are no inventories in the company, Hence the verification and valuation isnot called for.

III) (a) The company has neither granted nor taken any loan, secured or unsecured, to / from companies, firms and other parties covered in the register maintained under section 301 of the Act.

(b) Since there are no such loans , the comments regarding terms and conditions, repayments ofthe principal, interest thereon and overdue amount are not required.

(IV) In my opinion and according to the information and explanation given to me, there are adequateinternal control procedures commensurate with the size of the company and nature of its business.

(V) In my opinion and according to the information and explanation given to me, there are no transactionsmade in pursuance of contracts or arrangements entered in the register maintained under section301 , exceeding the value of Rs 5 lakhs, in respect of any party during the year.

(VI) The company has not accepted any deposits from the public during the period under review.

(VII) In my opinion, the company has adequate internal audit system commensurate with the size ofbusiness.

(VIII) The Central Government has not prescribed maintenance of cost records by the Company undersection 209(1) (d) of the Act.

(IX) The company has been regular in depositing undisputed statutory dues, including provident fund,investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. Accordingto the information and explanation given to me, no undisputed amounts payable in respect of incometax, wealth tax, sales tax, customs duty and excise duty were outstanding, at the year end for a periodof more than six months from the date they became payable.

23


According to the records of the Company, there are no outstanding Sales tax, Income tax act1961, Customs duty, Wealth tax, excise duty on account of any dispute other than following:

Financial period towhich the amount

relates to

Act Nature of dues Forum where disputeis pending

Amount(Rs in Lakhs)

1993-94 & Income Tax Act Income Tax Madras High Court -94-95 Stay obtained 189

1994-95, Income Tax Act TDS Madras High Court -95-96 & 96-97 Stay obtained 24.22

(X) The Company has incurred cash loss during the year for an amount of Rs 1829235/- The companyhave accumulated losses at the end of the financial year for an amount of Rs 187277/-

(XI) Based on my audit procedures and on the information and explanation given by the management, I amof the opinion that the company has not defaulted in the repayment of dues to financial institutions,banks and debenture holders.

(XII) According to the information and explanations given to me, the company has given any loans andadvances on the basis of security by way of Pronotes, post dated instruments, pledge of shares,debentures and other securities. The loans advanced are subject to confirmation.

(XIII) In my opinion the company is not a chit fund or nidhi/mutual benefit fund/society. therefore, the provisionsof clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(XIV) In my opinion the company is not dealing in or trading in shares, securities, debentures and otherinvestments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order,2003 are not applicable to the company.

(XV) According to the information and explanations given to me, the company has not given any guaranteefor loans taken by others from bank or financial institutions.

(XVI) There were no term loans obtained by the company during the year.

(XVII) According to the cash flow statement and other records examined by me and the information andexplanations given to me, on overall basis, funds raised on short term basis have, prima facie, not beenused during the year for long term investment and vice versa, other than temporary deployment pendingapplication.

(XVIII) The company has not made any preferential allotment during the year nor does the company have anyoutstanding debentures during the year.

(XIX) The company has not issued any debentures and no securities and charges are required to be created.

(XX) The company has not raised any money by public issue during the Year.

(XXI) To the best of my knowledge and belief and according to the information explanation given to me, nofraud on or by the company was noticed or reported during the year.

K SUBRAMANYAM & CO.,CHARTERED ACCOUNTANTS,

Place : Chennai K SUBRAMANYAMDate : 31.05.2011 PROPRIETOR

M.No.023663

Sd/-

Firms Regn No.004146s

24


BALANCE SHEET AS AT 31.03.2011 31.03.2010I.Sources of Funds Sch Rs Rs

Shareholder's funds:a.Share Capital 1 119509000 119509000b.Reserves & Surplus 2 - 1641958c.Deffered Tax Liabillity 7720 9753

119516720 121160711II.Application of Funds

4.Fixed Assets: 3a.Gross Block 3619715 3648000b.Less : Accumulated Depreciation 3537479 3528671

c.Net Fixed Assets 82236 119329

5.Investments 4 12278000 12278000

6.Current Assets,Loans & Advancesa.Cash and Bank Balances 5 195769 1487076b.Sundry Debtors 6 94163181 86721501c.Loans & Advances 7 9124141 15528275

d. Other Current Assets 8 1638914 1604799

(a) 105122005 1053416517.Current Liabilities & Provisionsa.Current Liabilities 9 6051392 6059580b.Provisions 10 15000 15000

(b) 6066392 6074580

Net Current Assets (6-7) (a-b) 99055613 99267071

8.Miscellaneous Expenditure 11

a. Profit & Loss a/c 187277 -

b. Miscellaneous Expenses 7913594 9496311

(to the extent not w/off) 119516720 121160711Notes Annexed to and Forming Part of Accounts 15

Sd/-Sd/- Sd/-

As per my report on even datefor K Subramanyam & Co., for and on behalf of the boardChartered Accountants.,

K Subramanyam S.Pannalal Jain S.P.Bharat Jain TatiaProprietor Chairman cum Executive Director DirectorMembership NO.023663

Place: ChennaiDate : 31st May 2011

25



PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31.03.2011 31.03.2010

Sch Rs Rs

Income

Interest Income 997433 1354347

997433 1354347

Expenditure

Human Resource & Related Costs 12 171357 129243

Administration & General Expenditure 13 1055490 894160

Interest & Financial Charges 14 770 2872

Preoperative Expenses Written off 11 1582718 1582718

2810335 2608993

Profit / (Loss) before depreciation & taxes (1812902) (1254646)

Less : Depreciation for the year 3 16333 23342

Profit / (Loss) after Depreciation before taxes (1829235) (1277988)

Add / Less: Provision for Tax - -

Profit/ (Loss) after depreciation & taxes (1829235) (1277988)

Profit(+) / Loss(-) for the year (1829235) (1277988)

Balance carried to Balance Sheet (1829235) (1277988)

Earning per share (EPS) Basic and diluted (Rs.) -0.153 -0.106

Face value Per Equity Shares (Rs.) 10/- 10/-

Sd/- Sd/- Sd/-

As per my report on even datefor K Subramanyam & Co., for and on behalf of the boardChartered Accountants.,

K Subramanyam S.Pannalal Jain S.P.Bharat Jain TatiaProprietor Chairman cum Executive Director DirectorMembership NO.023663

Place: ChennaiDate : 31st May 2011

26



EQUITY SHARE CAPITALAuthorised Capital Sch-112000000 equity shares of Rs 10 /- each. 120000000 120000000

Issue,Subcribed and Called up Capital12000000 equity shares of Rs 10 /- each. 120000000 120000000

Paid up Capital12000000 Equity Shares of Rs.10/- each (fully paid) 120000000 120000000Less: Calls in Arrears (From Directors - Nil) 491000 491000

119509000 119509000

RESERVES & SURPLUS Sch-2

General ReservesProfit & Loss Account (opening balance) 1641958 2919946Add: Profit/(Loss) during the year (1829235) (1277988)

-187277 1641958

INVESTMENTS Sch-4

Quoted Equity SharesKreon Finaancial Services Ltd 12278000 12278000(1228200 equity shares of Rs 10/- each fully paid)(Market value Rs.8179812)

12278000 12278000

Cash & Bank Balances Sch-5Cash in hand 124155 800678Bank Balance with Scheduled Banks

HDFC Bank 4564 678818

HDFC Bank Ltd - Nungambakam 62487 -

SBT - Commercial Branch 4563 7580

195769 1487076

Schedules forming part of Accounts

31.03.2011 31.03.2010Rs Rs

27


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28


31.03.2011 31.03.2010

Rs Rs

Sundry Debtors Sch-6

-Six Months Below - -

-Above Six Months 94163181 86721501

94163181 86721501

Loans,Advances & Deposits Sch-7

Loans (Unsecured Consider Goods)

- Six Months Below - -

- Above Six Months 9124141 15528275

9124141 15528275

Other Current Assets Sch-8

Advances & Deposits

Fixed Deposit 29110 27360

Salary Advances - 1000

TDS (for a value to be received) 1609804 1576439

1638914 1604799

Current Liabilites Sch-9

Sundry Creditors 6051392 6059580

6051392 6059580

Provisions Sch-10

Provision for Audit Fees 15000 15000

15000 15000

Miscellaneous Expenditure (to the extent not w/off) Sch-11

Pre Operating Expenses 9496312 11079030

Less :- 1/10th Written off during the year 1582718 1582718

7913594 9496312


29


31.03.2011 31.03.2010

Rs Rs

Human Resources & Related Costs Sch-12

Salary Payments 171357 129243

171357 129243

Administrative & General Expenses Sch-13

Advertisement Expenses 12512 7000

AGM Expenses 1925 5525

Audit fees 15,000 15000

Consultancy fees 14200 22700

Conveyance 10176 7505

Director Sitting fees - 25000

Filing Fees 2054 7660

General expenses 758341 592681

Postage,Telegram &Courier 146206 147679

Printing & Stationery 82680 48800

Telecommunication Expenses 12262 11456

Rates & Taxes 134 3154

1055490 894160

Interest & Financial Charges Sch-14

Bank Commission 770 2872

770 2872


30


A. CASH FLOW FROM OPERATING ACTIVITIES 31.03.2011 31.03.2010Rs Rs

Net Profit after tax and extraordinary items (1,829,235) (1,283,258)Adjustments for :Add : Depreciation 16,333 23,342 Provision for tax - -

(1,812,902) (1,259,916)Less: Adjustments for :Interest Income 997,433 1,351,712Deffered Tax adjustments 2,033 2,635Misc.Expenditure w/off (1,582,718) (1,582,718)

Operating Profit before Working Capital Changes (1,225,584) (1,488,287)

Adjustments for :Less : Decrease in Current Liabilities 10,222 11,154Add : Increase in Current Assets 1,071,661 7,549,179

Net Cash Flow form Operating activities (A) (2,307,467) (8,797,941)

B.CASH FLOW FROM INVESTING ACTIVITIESSale of Fixed Assets 20760 28,283Interest Income 995,400 1,351,712Transfer of Investments - 7,500,000

Cash Flow from Investment Activities (B) 1,016,160 8,879,995

C.CASH FLOW FROM FINANCE ACTIVITIESRepayment of Unsecured Loans - -

(C) - -

Incerease/(Decrease) in Cash and Cash Equivalents (A+B+C) (1,291,307) 82,054

Cash and cash Equivalents as on 31.03.2010 1,487,076 1,405,022Cash and cash Equivalents as on 31.03.2011 195,769 1,487,076

Net Increase/(Decrease) in Cash Balances (1,291,307) 82,054

CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THE YEAR ENDED 31.03.2011

AUDITOR’S STATEMENT

I have examined the above Cash Flow Statement of M/s Ashram Online.com Limited for the periodeneded March 31st 2011. The statement has been prepared by the company in accordance with therequirments of Accounting Standard 3 and is based on and derived from and where applicable are inagreement with the profit and Loss a/c and Balance sheet of the company covered by our report dated31st May 2011 to the members of the company. for K. Subramanyam & Co.,

Chartered Accountants

K. SubramanyamProprietor

Membership No.023663Firms Regn. No. 004146s

Place : ChennaiDate : 31.05.2011

Sd/-

31


SCHEDULE 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS AS AT 31ST MARCH 2011

Brief description of the Company and its Business

ASHRAM ONLINE.COM LIMITED was incorporated in India, and is engaged in the Business of building high classInfrastructure for promoting health, sports, tourism and providing wide range of infrastructure facilities for thecorporate and business organisations.

A. BASIS OF PREPARATION OF FINANCIAL STATEMENTS1. The financial statements have been prepared under the historical cost convention in accordance with the

generally accepted accounting principles and the provisions of the Companies Act, 1956.

2. Method of Accounting - The Company maintains its accounts on accrual basis.

3. The Accounting Standards recommended by The Institute of Chartered Accountants of India have beenfollowed wherever applicable to the Company.

B. REVENUE RECOGNITION1. Incomes have been recorded on the basis of accrual system of accounting.

C. FIXED ASSETS, DEPRECIATION & IMPAIRMENT1. The Fixed Assets are stated at cost of their acquisition less depreciation.

2. Depreciation is provided on fixed assets, on written down value method, as per the rates specified inSchedule XIV of the Companies Act, 1956

D. VALUATION OF CLOSING STOCK

There are no Closing Stock of Inventories at the end of the year, hence the valuation of the same at the end of theyear is not called for.

E. PREOPERATING EXPENSES

Pre-Operating Expenses and related expenses incurred for the project are written off over a period of ten yearscommencing from current year.

F. INVESTMENTSInvestments are classified as long-term and current investments. Long-term investments are shown at cost, orwritten down value (in case of other than temporary diminution) and there are no Current Investments in thecompany. The market value of the long term investments is not readily available and under given case the bookvalue per share (NAV basis) has been determined on the basis of available latest financial statements of therespective company and the same has been treated as market value.

G. RETIREMENT BENEFITS

Contribution of Provident fund, Gratuity and Leave encashment benefits wherever applicable is being accounted onactual liability basis as and when arises. However the above referred provisions are not applicable to the companyas it does not have employess who have served minimum priod to become eligible for retirement benefits.

H. TAX ON INCOME

a. Tax on income for the current period is determined on the basis of Taxable Income computed in accordancewith the provisions of the Income Tax Act 1961.

32


Signatories to Schedule 1 to 15

As per our Report of even date attachedFor K SUBRAMANYAM & CO For and on behalf of the Board of DirectorsChartered Accountants for ASHRAM ONLINE. COM LIMITED

K SUBRAMANYAM S PANNLAL TATIA S P BHARAT JAIN TATIAProprietor Chairman cum Managing Director DirectorM.No.023663Firms Regn. No. 004146SPlace : ChennaiDate : 31st May 2011

Sd/- Sd/-

b. Deferred Tax on timing differences between the accounting income and taxable income for the year andquantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date asper the Accounting Standard (AS 22) laid down by the Institute of Chartered Accountants of India (ICAI) .

I.EARNINGS PER SHARE (EPS)The earnings considered in ascertaining the Company’s earnings per share is net profit after tax. The earnigs pershare for the year is Rs -0.153 as compared to the previous year of Rs. 0.106 The EPS reported is basic and diluted.

J. RELATED PARTY DISCLOSURESThe Company had no transactions with the related parties during the year under review other than temporarycurrent account transactions.

K. IMPAIRMENT OF ASSETSAs required by AS-28 issued by the Institute of Chartered Accountants of India, provision for impairment loss ofAssets is not required to be made as the estimated realizable value of such assets will be more or equal to thecarrying amount stated in the Balance Sheet.

L. SEGMENTAL REPORTINGThe company is engaged primarily in the one segment, accordingly there are no separate reportable segment asper the accounting standard 17 (Segmental Reporting ) issue by the Institute of Chartered Accountants of India.

M.DUES TO SME’SManagement has determined that there were no balances outstanding as at the beginning of the year and notransactions entered with micro, small and medium enterprises as defined under Micro, Small and MediumEnterprises Development Act, 2006, during the current year, based on the information available with the companyas at March 31,2011.

N. AUDITORS REMUNARTATION 2010- 2011 2009 - 2010Statutory Audit fees ( R s ) 15000/- 15000/-( all inclusive )

O-.GENERAL

a. The figures for the previous year have been regrouped / reclassified / rearranged where ever necessarywith the conformity with the current year figures for facilitating proper comparisons.

b. The figures have been rounded off to the nearest rupee.

33


I Registration Details Registration No. : 2 0 7 6 4 State No. 1 8

Balance Sheet Date 3 1 0 3 2 0 1 1Date Month Year

II Captial Raised during the year ( Amount in Rs. Thousand)Pulic Issue Right Issue

N I L N I LBonus issue

N I L N I L

III. Postion of Mobilisation and Deployment of Funds ( Amount in Rs. Thousand)

Total Liabilities Total Assets

Sources of FundsPaid up Capital Reserves & Surplus

Secured Loan Unsecured Loan

N I L

Application of FundsNet Fixed Capital Investments

Net Current Asset Misc.

IV Performance of Company ( Amount in Rs. Thousands)

Turnover Total Expenditure

9 9 7

Profit / Loss Before Tax Profit / Loss After Tax

(-) 1 8 2 9 ( - ) 1 8 2 9

Earning per Share in Rs. Dividend Rate

(-) 0 . 1 5 3 N I L

V. Generic Name of three Principal Products/ Services of Company (as per monetary terms)

Real Estates & Infrastructure Developments

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESSPROFILE AS PER PART IV TO SCHEDULE VI TO THE COMPANIES,1956

1 1 9 5 1 7 1 1 9 5 1 7

1 1 9 5 0 9

N I L

8 2 1 2 2 7 8

9 9 0 5 6 8 1 0 1

2 8 2 6

0 8

Deferred Tax Liability

N I L

34


ASHRAM ONLINE .COM LIMITEDRegd. Office. “Prince Tatia Info Park”, No. 81 B Second Main Road

Ambattur Industrial Estate , Chennai – 600 058

Email : tatia @vsnl.com

PROXY FORM

I / We ………………………… ..of ………………….being a Member (s) of Ashram Online Com Limited, hereby

appoint ……………….of ………………..or failing him / her at Twentieth Annual Gerneral Meeting of the

Company to be held on 30th September 2011 at Samughanalakudam, Vallanur, Amabatur, Chennai –

600062 , 9.00 A.M or at any adjourned date thereof.

Signed this …………………………….day of ………………………………….2011

Address

Signature …………………………………….

No. of Shares held:

Members Folio No. / Client ID No.

1. The Proxy form must be deposited at the Registered Office of the Company not less than 48

hours before the time fixed for holding the meeting.

2. Proxy need not be a member.

ASHRAM ONLINE .COM LIMITEDRegd. Office. “Prince Tatia Info Park”No. 81 B Second Main Road

Ambattur Industrial Estate , Chennai – 600 058Email : tatia @vsnl.com

ATTENDANCE SLIP

I hereby record my presence at the TWENTIETH ANNUAL GENERAL MEETING of the Company being held

on Friday 30th September 2011 at Samughanalakudam, Vallanur, Amabatur, Chennai – 600062 , 9.00 A.M

Full Name of the Member attending:

FolioNo./Client ID No.

Signature

Note : Member attending the meeting in person is requested to complete the attendance slip and hand it over

at the entrance of the meeting hall. No attendance slip will be issued at the time of Meeting.

35

BOOK - POST

If undelivered, please return to :

ASHRAM ONLINE.COM LIMITEDRegd. Office :“Prince Tatia Info Park”,No.81 B, Second Main Road,Ambattur Industrial Estate,Chennai - 600 058.

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